Exhibit
10.5


 


FIRST AMENDMENT TO
AND REAFFIRMATION OF

GUARANTY OF NON-RECOURSE EXCEPTIONS


 


This FIRST AMENDMENT TO
AND REAFFIRMATION OF GUARANTY OF NON-RECOURSE EXCEPTIONS (this “Amendment”), is
made as of the 28th day of June, 2004, by and between PRAECIS
PHARMACEUTICALS INCORPORATED, a Delaware Corporation (“Guarantor”), with an
address at 830 Winter Street, Waltham, Massachusetts 02451 and ANGLO IRISH BANK
CORPORATION PLC (“Lender”), with an address at 84 State Street, Boston,
Massachusetts 02109.


 


W
I  T  N  E  S  S  E  T  H:


 


Reference is hereby made
to the following facts:


 


A.                                   Lender
has made that certain Loan (the “Loan”) to 830 Winter Street LLC, a Delaware
limited liability company (the “Borrower”), which Loan is secured by certain
real property and improvements located at 830 Winter Street in Waltham,
Middlesex County, Massachusetts (the “Property”).  In connection therewith, the Borrower executed and delivered to
the Lender (or caused to be executed and delivered to the Lender), among other
things, the following (collectively, together with all other documents and
instruments heretofore executed and delivered in connection with the Loan, and
all amendments and modifications thereto, the “Existing Loan Documents”):


 


1.                                       That
certain Acquisition and Construction Loan Agreement (the “Original Loan
Agreement”), dated as of July 11, 2000, between the Borrower and the
Lender;


 


2.                                       That
certain Promissory Note (the “Original Note”), dated as of July 11, 2000,
made by the Borrower, payable to the order of the Lender, in the original
principal amount of $33,000,000.00;


 


3.                                       That
certain Construction Mortgage and Security Agreement (the “Original Mortgage”),
dated as of July 11, 2000, from the Borrower, as mortgagor, to the Lender,
as mortgagee, filed with the Middlesex South Registry District of the Land
Court (the “Land Court”) as Document No. 1144043;


 


4.                                       That
certain Assignment of Leases and Rents (the “Original Assignment of Leases”),
dated as of July 11, 2000, from the Borrower, as assignor, to the Lender,
as assignee, filed with the Land Court as Document No. 1144044;


 


5.                                       That
certain Collateral Assignment and Security Agreement in respect of Contracts,
Licenses and Permits (the “Original Collateral Assignment


 

















 


of Contracts, Licenses
and Permits”), dated as of July 11, 2000, made by the Borrower in favor of
the Lender;


 


6.                                       That
certain Guaranty of Costs and Completion (the “Costs and Completion Guaranty”)
dated as of July 11, 2000, made the Guarantor in favor of Lender;


 


7.                                       That
certain Guaranty of Non-Recourse Exceptions (the “Original Non-Recourse
Exceptions Guaranty”) dated as of July 11, 2000, made by Guarantor in
favor of Lender;


 


8.                                       That
certain Environmental Compliance and Indemnity Agreement (the “Original
Environmental Indemnity”), dated as of July 11, 2000, made jointly and
severally by the Borrower and the Guarantor in favor of the Lender;


 


9.                                       Those
certain UCC-1 Financing Statements (collectively, the “Original UCC-1 Financing
Statements”) filed with the Secretary of State of Massachusetts and with the Land
Court as Document No. 11044045; and


 


10.                                 Certain
other collateral security documents.


 


B.                                     Prior
to the date hereof, Project Completion has been achieved, the Loan has been
fully funded by the Lender to the Borrower and the Initial Term has been
extended to July 30, 2004 in accordance with the terms of the Existing
Loan Documents.


 


C.                                     Lender
and Borrower have agreed to further extend the maturity date of the Loan and to
modify and amend the Loan in certain respects. 
In connection therewith the Borrower, the Lender and the Guarantor, as
applicable, have agreed as follows: (i) to modify, amend and reaffirm the
Original Non-Recourse Exceptions Guaranty pursuant to this Amendment; (ii) to
modify and amend the Original Loan Agreement, pursuant to that certain First
Amendment to Acquisition and Construction Loan Agreement (the “First Loan
Agreement Amendment”), of even date herewith; (iii) to modify and amend the
Original Mortgage pursuant to that certain First Amendment to Construction
Mortgage and Security Agreement (the “First Mortgage Amendment”), of even date
herewith; (iv) to modify and amend the Original Assignment of Leases, pursuant
to that certain First Amendment to Assignment of Leases and Rents (the “First
Assignment of Leases Amendment”), of even date herewith; (v) to modify, amend
and reaffirm the Original Collateral Assignment of Contracts, Licenses and
Permits pursuant to that certain First Amendment to Collateral Assignment and
Security Agreement in respect of Contracts, Licenses and Permits (the “First
Collateral Assignment of Contracts, Licenses and Permits Amendment”), of even
date herewith; (vi) to modify and amend the Original Note, pursuant to that
certain First Amendment and Allonge to Note (the “First Note Amendment”), of
even date herewith; (vii) to modify, amend and reaffirm the Original
Environmental Indemnity, pursuant to that certain First Amendment to and
Reaffirmation of Environmental Compliance and Indemnity Agreement (the “First
Environmental


 


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Indemnity Amendment”), of
even date herewith; (viii) to modify the Original UCC-1 Financing Statements
pursuant to UCC-3 Financing Statements and to file a new UCC-1 Financing
Statement with the Secretary of the State of Delaware (collectively, the
“Financing Statement Amendments”) of even date herewith.  This Amendment, the First Loan Agreement
Amendment, the First Mortgage Amendment, the First Assignment of Leases
Amendment, the First Collateral Assignment of Contracts, Licenses and Permits
Amendment, the First Note Amendment, the First Environmental Indemnity
Amendment, the Financing Statement Amendments, together with all other
documents and instruments being executed concurrently herewith, are referred to
herein collectively as the “Amendment Documents.”


 


D.                                    The
Original Non-Recourse Exceptions Guaranty, as modified, amended and reaffirmed
by this Amendment, is hereinafter referred to as the “Guaranty.”  All capitalized words and phrases used in
this Amendment and not otherwise defined herein shall have the meanings
ascribed to them in the Loan Agreement and the First Loan Agreement Amendment.


 


NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the receipt,
sufficiency and delivery of which are hereby acknowledged, the Borrower, the
Guarantor, and the Lender hereby agree as follows:


 


1.                                       The
“Guaranteed Obligations” guaranteed pursuant to the Guaranty shall include,
without limitation, all obligations, indebtedness, debts and liabilities of
Borrower to the Lender, as modified, amended and supplemented by the Amendment
Documents, including, without limitation, all principal, interest, fees and
other charges due from time to time under the Note.  The Guarantor hereby consent to the execution and delivery of the
Amendment Documents, and acknowledge and agree that the entering into and
performance by the parties thereunder shall in no way impair, limit, detract or
derogate from the obligations and liabilities of the Guarantor pursuant to the
Guaranty.


 


2.                                       All
references in the Guaranty to the Note shall be deemed to refer yto the
Original Note, as amended by the First Note Amendment, all references in the
Guaranty to the Security Deed shall be deemed to refer to the Original
Mortgage, as amended by the First Mortgage Amendment; all references in the
Guaranty to the Loan Agreement shall be deemed to refer to the Original Loan
Agreement, as amended and reaffirmed by the First Loan Agreement Amendment; and
all references in the Guaranty to the Loan Documents shall be deemed to refer
to the Existing Loan Documents, as modified, amended and supplemented by the
Amendment Documents.


 


3.                                       The
Guarantor represents and warrants that it does not have any claims, defenses,
counterclaims or set-offs against Lender in connection with the Loan, nor any
basis for any such claim, defense, counterclaim or set-off.  All of the warranties, representations and
covenants of the Guarantor contained in the Original Non-Recourse Exceptions
Guaranty are hereby remade, reaffirmed and ratified as of the date hereof.


 


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4.                                       Except
as expressly set forth herein, the Original Non-Recourse Exceptions Guaranty
and all of the terms, conditions and provisions thereof, shall remain unaltered
and unmodified and in full force and effect.


 


[Signatures on
next page]


 


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IN WITNESS WHEREOF, each
of the Lender and the Guarantor have caused this Amendment to be executed as an
instrument under seal, as of the date set forth above.


 


 


	
   

  	
  BORROWER:

  	
   

  	
  PRAECIS PHARMACEUTICALS

  INCORPORATED, a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin F. McLaughlin

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Exec. V.P. and C.F.O.

  	
   

  
	
   

  	
   

  	
   

  	
  Hereunto duly
  authorized

  
								



 


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  LENDER:

  	
  ANGLO IRISH BANK
  CORPORATION

  PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Doyle

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Paul Doyle

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
						



 


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